Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

v3.23.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2023
Share-Based Compensation.  
Share-Based Compensation

10. SHARE-BASED COMPENSATION

Effective July 1, 2015, our eligible employees commenced participation in the 2015 LTIP.  The 2015 LTIP authorizes the Board to grant stock options, stock appreciation rights, restricted shares, restricted share units, performance awards, and dividend equivalents.  All grants are made by issuing new shares and no more than 4.0 million shares of common stock may be issued under the 2015 LTIP.  As of March 31, 2023, we had 1.8 million shares remaining available for issuance under the 2015 LTIP.

Share-based compensation expense is included in selling, general, and administrative expense.  The income tax effect associated with share-based compensation awards is included in income tax expense.  

The following table presents share-based compensation amounts recognized in our condensed consolidated statements of operations, in thousands:

Three Months Ended March 31, 

2023

2022

Share-based compensation expense

$

3,135

$

3,727

Income tax (expense)/benefit

$

(45)

$

1,605

The following table presents a summary of our share-based compensation activity for three months ended March 31, 2023, in thousands, except per share amounts:

RSAs

Stock Options

Number of Shares

   

Weighted Average Grant Date Fair Value Per Share

   

Number of Shares

   

Weighted Average Grant Date Fair Value Per Share

   

Weighted Average Exercise Price Per Share

   

Aggregate
Intrinsic
Value

Balance December 31, 2022

173.2

$

195.06

182.2

$

32.25

$

86.79

$

13,992.3

Granted

95.4

$

202.24

$

$

Converted/Exercised

(95.0)

$

145.57

(28.8)

$

13.07

$

35.67

$

4,504.8

Forfeited/Expired

(5.3)

$

242.76

$

$

Balance March 31, 2023

168.3

$

225.41

153.4

$

35.98

$

96.40

$

17,277.2

Exercisable March 31, 2023 (a)

145.9

$

33.25

$

90.39

$

17,277.2

(a) The weighted average remaining contractual term for vested stock options is approximately 5.9 years.

We had unrecognized share-based compensation expense related to unvested awards is shown in the following table, dollars in thousands:

As of March 31, 2023

Unrecognized Compensation Expense
on Unvested Awards

Weighted Average
Remaining
Compensation Expense Period

RSAs

$

24,835

1.2

Stock options

397

0.5

Total unrecognized compensation expense related to unvested awards

$

25,232

Our RSAs with performance-based conditions are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance target being achieved or exceeded.  The following table shows the range of payouts and the related expense for our outstanding RSAs with performance-based conditions, in thousands:

Payout Ranges and Related Expense

RSAs with Performance-Based Conditions

Grant Date Fair Value

0%

25%

100%

200%

February 16, 2021

$

2,197

$

-

$

549

$

2,197

$

4,394

February 15, 2022

$

3,097

$

-

$

774

$

3,097

$

6,194

February 21, 2023

$

4,192

$

-

$

1,048

$

4,192

$

8,384

During the first quarter of 2023, RSAs with performance-based conditions that were granted on February 17, 2020 vested based on cumulative three-year achievement of 200%. Total compensation expense recognized over the three-year performance period, net of forfeitures, was $5.0 million.

The fair value of our RSAs with a market-based condition granted under the 2015 LTIP was determined using a Monte Carlo simulation.  The following are key inputs in the Monte Carlo analysis for awards granted in 2023 and 2022:

2023

2022

Measurement period (years)

2.86

2.87

Risk free interest rate

4.42

%

1.76

%

Dividend yield

0.00

%

0.00

%

Estimated fair value of market-based RSAs at grant date

$

270.64

$

298.20